Committee
on ICANN Evolution and Reform
Proposed Transition Article of New Bylaws24 November 2002

ARTICLE XX: TRANSITION ARTICLE

Section 1. PURPOSE

This Transition Article sets forth the provisions for the transition
from the processes and structures defined by the ICANN Bylaws, as amended
and restated on 29 October 1999 and amended through 12 February 2002 (the
"Old Bylaws"),
to the processes and structures defined by the Bylaws of which this Article
is a part (the "New Bylaws").

Section 2. BOARD OF DIRECTORS

1. For the period beginning on the adoption
of this Transition Article and ending on the Effective Date and Time
of the New Board, as defined in paragraph 5 of this
Section 2, the Board of Directors of the Corporation ("Transition
Board") shall consist of the members of the Board who would have
been Directors under the Old Bylaws immediately after the conclusion
of the annual meeting in 2002, except that the At-Large members of the
Board under the Old Bylaws shall also serve as members of the Transition
Board. Notwithstanding the provisions of Article
VI, Section 12 of the New Bylaws, vacancies on the Transition Board
shall not be filled. The Board Committees existing on the date of adoption
of this Transition Article shall continue in effect, subject to any
change in Board Committees or their membership that the Transition Board
may adopt by resolution.

2. The Transition Board shall elect a Chair
and Vice-Chair to serve until the Effective Date and Time of the New
Board.

4. Promptly after the adoption of this
Transition Article, a Nominating Committee shall be formed including,
to the extent feasible, the delegates and liaisons described in Article
VII, Section 2 of the New Bylaws, with terms to end at the conclusion
of the ICANN annual meeting in 2003. The Nominating Committee shall
proceed without delay to select Directors to fill Seats 1 through 8
on the New Board, with terms to conclude upon the commencement of the
first regular terms specified for those Seats in Article
VI, Section 8(1)(a)-(c) of the New Bylaws, and shall give the ICANN
Secretary written notice of that selection.

5. The Effective Date and Time of the New
Board shall be a time, as designated by the Transition Board, during
the first regular meeting of ICANN in 2003 that begins not less than
seven calendar days after the ICANN Secretary has received written notice
of the selection of Directors to fill at least ten of Seats 1 through
14 on the New Board. As of the Effective Date and Time of the New Board,
it shall assume from the Transition Board all the rights, duties, and
obligations of the ICANN Board of Directors.

6. The New Board shall elect a Chairman
and Vice-Chairman as its first order of business. The terms of those
Board offices shall expire at the end of the annual meeting in 2003.

Section 3. ADDRESS SUPPORTING ORGANIZATION

The Address Supporting Organization shall continue in operation according
to the provisions of the Memorandum
of Understanding originally entered on 18 October 1999 between ICANN
and a group of regional Internet registries (RIRs), and amended
in October 2000, until and if a replacement Memorandum of Understanding
becomes effective. Promptly after the adoption of this Transition Article,
the Address Supporting Organization shall make selections, and give the
ICANN Secretary written notice of those selections, of:

With respect to the ICANN Directors that it is entitled to select, and
taking into account the need for rapid selection to ensure that the New
Board becomes effective as soon as possible, the Address Supporting Organization
may select those Directors from among the persons it previously selected
as ICANN Directors pursuant to the Old Bylaws. To the extent the Address
Supporting Organization does not provide the ICANN Secretary written notice,
on or before 31 March 2003, of its selections for Seat 9 and Seat 10,
the Address Supporting Organization shall be deemed to have selected for
Seat 9 the person it selected as an ICANN Director pursuant to the Old
Bylaws for a term beginning in 2001 and for Seat 10 the person it selected
as an ICANN Director pursuant to the Old Bylaws for a term beginning in
2002.

Section 4. COUNTRY-CODE NAMES SUPPORTING ORGANIZATION

Until such time as a Country-Code Names Supporting Organization is established,
Seats 11 and 12 on the New Board shall remain vacant, and the delegate
to the Nominating Committee established by the New Bylaws designated to
be selected by such an organization shall be appointed by the Transition
or New Board, depending on which is in existence at the time any particular
appointment is required, after due consultation with members of the ccTLD
community. Upon the organization and recognition by the ICANN Board of
a Country-Code Names Supporting Organization, that Supporting Organization
shall promptly select persons to fill Seats 11 and 12 on the New Board,
and give written notice of those selections to the ICANN Secretary.

Section 5. GENERIC NAMES SUPPORTING ORGANIZATION

1. The Domain
Name Supporting Organization shall cease operations upon the adoption
of this Transition Article, except that the Names
Council of the Domain Name Supporting Organization may act for the
limited purpose of authorizing the transfer of any funds it has collected
to the benefit of the Generic Names Supporting Organization.

2. The Generic Names Supporting Organization
("GNSO") shall commence operations upon the adoption of this
Transition Article, and the following six DNSO constituencies shall
automatically become constituencies of the GNSO, initially under their
existing charter:

3. Notwithstanding the adoption or effectiveness
of the New Bylaws, each GNSO constituency described in paragraph
2 of this Section 5 shall continue operating as before and no constituency
official, task force, or other activity shall be changed until further
action of the constituency, provided that each GNSO constituency shall
submit to the ICANN Secretary a new charter and statement of operating
procedures, adopted according to the constituency's processes and consistent
with the New Bylaws, no later than 15 July 2003.

4. Until the conclusion of the ICANN annual
meeting in 2003, the Council of the GNSO shall consist of three representatives
of each constituency of the GNSO plus, upon their selection by the Nominating
Committee, three persons selected by that committee. Thereafter, the
composition of the GNSO Council shall be as
provided in the New Bylaws, as they may be amended from time to
time, without regard to this Transition Article.

5. Upon the adoption of this Transition
Article, the three representatives on the Domain Name Supporting Organization
("DNSO") Names Council from each of six DNSO constituencies
shall be seated as representatives of constituencies on the GNSO Council,
as follows:

a. The three representatives of the commercial
and business entities constituency of the DNSO shall be seated as
representatives of the Commercial and Business Users constituency
of the GNSO.

b. The three representatives of the gTLD
registries constituency of the DNSO shall be seated as representatives
of the gTLD Registries constituency of the GNSO.

c. The three representatives of the ISP
and connectivity providers constituency of the DNSO shall be seated
as representatives of the Internet Service and Connectivity Providers
constituency of the GNSO.

d. The three representatives of the non-commercial
domain name holders constituency of the DNSO shall be seated as representatives
of the Non-Commercial Users constituency of the GNSO.

e. The three representatives of the registrars
constituency of the DNSO shall be seated as representatives of the
Registrars constituency of the GNSO.

f. The three representatives of the trademark,
other intellectual property and anti-counterfeiting interests constituency
of the DNSO shall be seated as representatives of the Intellectual
Property Interests constituency of the GNSO.

6. The terms of the GNSO Council members
described in paragraph 5 of this Section 5 shall
conclude at the conclusion of the ICANN annual meeting in 2003. Any
vacancy occurring in a position on the GNSO Council before that time
shall be filled by the constituency which the vacant position represents
for the remainder of the term lasting until the conclusion of the ICANN
annual meeting in 2003.

8. In the absence of further action by
the New Board, each of the GNSO constituencies shall select two representatives
to the GNSO Council no later than 1 October 2003, and shall provide
the ICANN Secretary written notice of its selections. Each constituency
shall designate one of those representatives to serve a one-year term,
and one to serve a two year-term. Each successor to those representatives
shall serve a two-year term.

9. Upon the adoption of this Transition
Article, and until further action by the ICANN Board, the GNSO Council
shall assume responsibility for the DNSO General Assembly e-mail announcement
and discussion lists.

1. Upon the adoption of the New Bylaws,
the Governmental Advisory Committee shall continue in operation according
to its existing operating principles and practices, until further action
of the committee. The Governmental Advisory Committee may designate
liaisons to serve with other ICANN bodies as contemplated by the New
Bylaws by providing written notice to the ICANN Secretary. Promptly
upon the adoption of this Transition Article, the Governmental Advisory
Committee shall notify the ICANN Secretary of the person selected as
its delegate to the Nominating Committee, as set forth in Article
VII, Section 2 of the New Bylaws.

3. Upon the adoption of the New Bylaws,
the Security and
Stability Advisory Committee shall continue in operation according
to its existing operating principles and practices, until further action
of the committee.

4. Upon the adoption of the New Bylaws,
the Root Server System
Advisory Committee shall continue in operation according to its
existing operating principles and practices, until further action of
the committee. Promptly upon the adoption of this Transition Article,
the Root Server Advisory Committee shall notify the ICANN Secretary
of the person selected as its delegate to the Nominating Committee,
as set forth in Article
VII, Section 2(3) of the New Bylaws.

5. At-Large Advisory Committee

a. Until such time as ICANN recognizes,
through the entry of a Memorandum of Understanding, the Regional At-Large
Organizations (RALOs) identified in Article
XI, Section 2(4) of the New Bylaws, there shall exist an Interim
At-Large Advisory Committee composed of ten individuals (two from
each ICANN region) selected by the ICANN Board following nominations
by the At-Large Advisory Committee-Assistance Group. The Nominating
Committee shall select five more individuals, one from each region,
as soon as feasible, to serve terms on the (Interim) At-Large Advisory
Committee as specified by Article
XI, Section (2)(4)(c)(3) of the New Bylaws in accordance with
the principles established in Article
VII, Section 5 of the New Bylaws.

b. Upon the entry of each RALO into
such a Memorandum of Understanding, that entity shall be entitled
to select two persons who are citizens and residents of that Region
to be members of the At-Large Advisory Committee established by Article
XI, Section 2(4) of the New Bylaws. Upon the entity's written
notification to the ICANN Secretary of such selections, those persons
shall immediately assume the seats held until that notification by
the Interim At-Large Advisory Committee members previously selected
by the Board from the RALO's region.

c. Upon the seating of persons selected
by all five RALOs, the Interim At-Large Advisory Committee shall become
the At-Large Advisory Committee, as established by Article
XI, Section 2(4) of the New Bylaws. The five individuals selected
to the Interim At-Large Advisory Committee by the Nominating Committee
shall become members of the At-Large Advisory Committee for the remainder
of the terms for which they were selected.

d. Promptly upon its creation, the Interim
At-Large Advisory Committee shall notify the ICANN Secretary of the
persons selected as its delegates to the Nominating Committee, as
set forth in Article
VII, Section 2(6) of the New Bylaws.

Section 8. OFFICERS

ICANN officers (as defined in Article
XIII of the New Bylaws) shall be elected by the then-existing Board
of ICANN at the annual meeting in 2002 to serve until the annual meeting
in 2003.

Section 9. GROUPS APPOINTED BY THE PRESIDENT

Notwithstanding the adoption or effectiveness of the New Bylaws, task
forces and other groups appointed by the ICANN President shall continue
unchanged in membership, scope, and operation until changes are made by
the President.

Section 10. CONTRACTS WITH ICANN

Notwithstanding the adoption or effectiveness of the New Bylaws, all
agreements, including employment and consulting agreements, entered by
ICANN shall continue in effect according to their terms.

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